SRF

1.  We have audited the attached balance sheet of SRF Limited as at 31
 March 2009, the profit and loss account and also the cash flow
 statement of the Company for the year ended on that date annexed
 thereto. these financial statements are the responsibility of the
 Company’s management. Our responsibility is to express an opinion on
 these financial statements based on our audit.
 
 2.  We conducted our audit in accordance with auditing standards
 generally accepted in india. those standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation.  We believe that our audit provides a reasonable basis
 for our opinion.
 
 3. As required by the Companies (Auditor’s Report) Order, 2003 issued
 by the Central Government of india in terms of Section 227(4A) of the
 Companies Act, 1956, we enclose in the annexure a statement on the
 matters specified in paragraphs 4 and 5 of the said Order.
 
 4.  Further to our comments in the annexure referred to in paragraph 3
 above, we report that:
 
 a) We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit
 
 b) in our opinion, proper books of accounts as required by law have
 been kept by the Company so far as appears from our examination of
 those books
 
 c) the balance sheet, profit and loss account and cash flow statement
 dealt with by this report are in agreement with the books of accounts
 
 d) in our opinion, the balance sheet, profit and loss account and cash
 flow statement dealt with by this report comply with the accounting
 standards referred to in Sub-Section (3C) of Section 211 of the
 Companies Act, 1956
 
 e) On the basis of written representations received from the Directors
 and taken on record by the Board of Directors, we report that none of
 the directors of the Company is disqualified as on 31 March, 2009 from
 being appointed as a Director in terms of clause (g) of Sub-Section (1)
 of Section 274 of the Companies Act, 1956
 
 f) in our opinion and to the best of our information and according to
 the explanations given to us, the accounts give the information
 required by the Companies Act, 1956, in the manner so required and give
 a true and fair view in conformity with the accounting principles
 generally accepted in india:
 
 i) in the case of the balance sheet, of the state of affairs of the
 Company as at 31 March 2009
 
 ii) in the case of the profit and loss account, of the profit of the
 Company for the year ended on that date
 
 iii) in the case of the cash flow statement, of the cash flows for the
 year ended on that date
 listed under the provisions of Sub-Section (3) of Section 301 of the
 Act, these have been made at prices which are reasonable having regard
 to prevailing market prices at the relevant time, except for items
 stated to be of specialised nature for which there are no alternate
 sources of supply to enable a comparison of prices.
 
 (vi) in our opinion, and according to the information and explanations
 given to us, the Company has complied with provisions of Sections 58A,
 58AA and other relevant provisions of the Companies Act, 1956 and the
 rules framed there under, with regard to the deposits accepted from the
 public, which have matured and are being reflected under ‘Unclaimed
 fixed deposits (including interest)’. As per information and
 explanations given to us, no order under the aforesaid sections has
 been passed by the Company Law Board or
 
 national Company Law tribunal or Reserve Bank of india or any Court or
 any other tribunal on the Company.
 
 (vii) in our opinion and according to the information and explanations
 given to us, the Company has an internal audit system commensurate with
 the size and the nature of its business.
 
 (viii) We have broadly reviewed the Books of Account maintained by the
 Company in respect of products where, pursuant to the Rules made by the
 Central Government, the maintenance of cost records has been prescribed
 under Section 209(1) (D) of the Companies Act, 1956 and are of the
 opinion that, prima-facie, the prescribed accounts and records have
 been made and maintained. We have not, however, made a detailed
 examination of the records with a view to determining whether they are
 accurate or complete.
 
 (ix) (a According to the information and explanations given to us and
 the records of the Company examined by us, undisputed statutory dues
 including provident Fund, investor education and protection Fund,
 employees’ State insurance, income tax, Sales tax, Wealth tax, Service
 tax, Customs Duty, excise Duty, Cess and other material statutory dues
 have been regularly deposited during the year by the Company with the
 appropriate authorities.  We are informed that there are no undisputed
 statutory dues as at the year-end outstanding for a period of more than
 six months from the date they became payable.
 
 (b According to the information and explanations given to us and the
 records of the Company examined by us, there are no disputed dues of
 Wealth tax, Customs Duty, Service tax and Cess which have not been
 deposited.
 
 the details of dues of excise Duty, Sales tax and income tax as at 31
 March 2009, which have not been deposited by the Company on account of
 disputes are as follows:
 
 Name of the Statute     Nature of the Dues Amount*       (Rs lakhs)
 							   345.20
   Central excise Laws	         excise Duty   		  6536.70
 							   375.78
        Sales tax Laws	           Sales tax	            32.24
 							    28.74
       Income tax Laws	          income tax	           578.00
 	       Others	    electricity Cess	            6.00
 
 Period to Which the Amount Relates (Various
  Years Covering the Period)	      Forum Where Dispute is Pending
 
 		1994-1999	        high Court
 		1993-2008	  Customs, excise &
 				  Service tax Appellate tribunal
 		1992-2005	  Commissioner (Appeals)
 		1993-2004	  Sales tax Appellate tribunal
 		2001-2008	  Commissioner (Appeals)
 		2004-2005	  Commissioner (Appeals)
 		2007-2008	  high Court
 
 the following matters, which have been excluded from the table above,
 have been decided in favour of the Company but the department has
 preferred appeals at higher levels. the details are given below:
 
 Name of the Statute	Nature of the Dues	Amount (Rs Lakhs)
 
 Sales tax Laws	             Sales tax	           158.84
 
 Period to Which the Amount      Forum Where
 	  Relates (Various      Department 
     has Years Covering the      Preferred Appeal
 		   Period)
 		 1995-1996	high Court
 
 (x) the Company does not have accumulated losses at the end of the
 financial year 31 March 2009. Further, the Company has not incurred any
 cash losses during the financial year ended 31 March 2009 and in the
 immediately preceding financial year ended 31 March 2008.
 
 (xi) According to the information and explanations given to us, the
 Company has not defaulted in the repayment of dues to financial
 institutions, banks or debenture holdeRs
 
 (xii) As the Company has not granted any loans and advances on the
 basis of security by way of pledge of shares, debentures and other
 securities, paragraph 4(xii) of the Order is not applicable.
 
 (xiii) As the Company is not a chit fund/nidhi/mutual benefit
 fund/society, to which the provisions of special statute relating to
 chit fund are applicable, paragraph 4(xiii) of the Order, is not
 applicable.
 
 (xiv) As the Company is not dealing or trading in shares, securities,
 debentures and other investments, paragraph 4(xiv) of the Order, is not
 applicable.
 
 (xv) in our opinion and according to the information and explanations
 given to us, the terms and conditions on which the Company has given
 guarantee during the year for loans taken by a wholly-owned subsidiary
 from banks are prima-facie, not prejudicial to the interest of the
 Company.
 
 (xvi) in our opinion and according to the information and explanations
 given to us, the term loans taken during the year have been applied for
 the purpose for which they were obtained.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we report
 that short-term fund have not been used to finance long-term
 investments.
 
 (xviii) As the Company has not made any preferential allotment of
 shares during the year, paragraph 4(xviii) of the Order, is not
 applicable.
 
 (xix) According to the information and explanations given to us and the
 records of the Company examined by us, security/charges has been
 created for debentures issued during the year.
 
 (xx) Since, the Company has not raised any money by way of public issue
 during the year, paragraph 4(xx) of the Order, is not applicable.
 
 (xxi) During the course of our examination of the books of accounts and
 records of the Company, carried out in accordance with the generally
 accepted auditing practices in india and according to the information
 and explanations given to us, we have neither come across any instance
 of fraud on or by the Company, noticed or reported during the year nor
 have we been informed of such case by the management.
 
 For Deloitte Haskins & Sells 
 Chartered Accountants 
 
 Manjula Banerji
 partner 
 Membership no. 086423
 
 Date: 9 May 2009 
 Place: Gurgaon